Glazer and FitzGibbon on Legal Opinions: Drafting, Interpreting and Supporting Closing Opinions in Business Transactions (3rd Edition)

Business / Commercial Law

Glazer and FitzGibbon on Legal Opinions: Drafting, Interpreting and Supporting Closing Opinions in Business Transactions (3rd Edition)

Edited by Donald W. Glazer · Scott T. FitzGibbon · Steven O. Weise
Wolters Kluwer Legal & Regulatory U.S. January 2022

Specifications

ISBN-13
9780735560659
Publisher
Wolters Kluwer Legal & Regulatory U.S.
Publication
January 2022
Format
Hardback + CD-ROM , 1500 pages
Jurisdiction
U.S. ? Countri(es) for reference only

Details

Now you can draft and defend accurate, well-supported third party legal opinions with complete confidence! In Glazer and FitzGibbon on Legal Opinions: Drafting, Interpreting, and Supporting Closing Opinions in Business Transactions, Third Edition, three outstanding authorities give you intensely practical guidance - including sample opinion language throughout the text - that shows you how to determine which versions of the standard opinion clauses you should use, establish the factual basis for the opinion, and take all the steps necessary to support your opinion. The authors describe customary practice and its implications, identify areas of uncertainty and suggests how disputed areas should be resolved.

Extensive appendices reproduce all the ABA and TriBar Opinion Committee Reports, as well as all the Bar Association reports of various states. This valuable information is also included on a bonus companion CD-ROM.

Table of Contents

  1. Introduction
  2. The Opinion Framework
  3. Unqualified, Qualified, and Reasoned Opinions
  4. Establishing the Factual Basis for the Opinion
  5. Responsibility of Principal Counsel for Opinions of Other Counsel
  6. Opinions on Company's Status as a Corporation: Incorporation, Existence, and Good Standing
  7. Opinions on Qualification to Do Business and Good Standing in Jurisdictions Other than the State of Incorporation
  8. Opinions of Corporate Power
  9. The Enforceability Opinion
  10. Opinion That Stock is Duly Authorized, Validly Issued, Fully Paid and Nonassessable
  11. Opinions on Secondary Sales of Stock
  12. Opinions on Security Interests in Personal Property
  13. No Violation of Law Opinions
  14. Opinions on Compliance with Court and Administrative Orders
  15. Opinions on Governmental Approvals and Filings
  16. "No Breach or Default" and Related Opinions
  17. No Litigation Opinions
  18. Negative Assurance
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